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"Polka Dot Tail" was recorded at Claude Coleman's house. It is thought that the guitar solos are played by guest musician Bill Fowler, who is also the "Billy" referred to in the song's lyrics. The lead vocals are sung by Gene Ween. The lyric "Did you ever see a whale with a polka dot tail?" is taken from the Raffi version of the traditional children's song "Down by the Bay". Dean Ween has called "Polka Dot Tail" "a straight-up children's tune".